EXHIBIT 10.114(b)


                                 PROMISSORY NOTE


$500,000                                                       FEBRUARY 13, 2004


For  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the undersigned Now Solutions, LLC ("Promissor"),  promises to pay
to the order of Robert  Farias  ("Promissee"),  in  lawful  money of the  United
States of America the principal  amount of Five hundred  thousand Dollars and No
Cents  ($500,000  U.S.),  together with interest on the amount of such principal
outstanding from time to time at the rate of ten (10%) per annum,  calculated on
the basis of a three hundred sixty (360) day year containing  twelve (12) months
of thirty (30) days each (the "Basic  Interest  Rate"),  at the times and in the
manner provided herein.  "Loan  Documents" shall include any related  agreements
referencing this promissory note (the "Note").

1. Payment of Principal and Interest;  Security Interest.  (a) The note shall be
payable as follows:  (i) Promissor shall make monthly interest  payments for all
interest  accrued in the previous  month on the 1st day of each month  beginning
April 1, 2004 and (ii)  beginning on October 1st, 2004 and continuing on the 1st
day of every month thereafter,  Promissor shall make monthly principal  payments
of $91,500 until the principal has been paid in full.

         (b) The  security  interest  in the Note shall be in all  tangible  and
intangible  assets of  Promissor,  its  successors  and  assigns.  The  security
interest in the Note shall be junior to (i) Promissor'  present  indebtedness to
WAMCO 31, Ltd ("WAMCO"),  an assignee of Coast Business Credit or its successors
and (ii) Promissor's  indebtedness to Arglen Acquisitions,  LLC, pursuant to the
settlement agreement, dated December 4, 2003 (as amended). Promissee agrees that
WAMCO  will have the right to  require,  as a  condition  to its  consent to any
security  interests provided to Promissee herein,  that Promissee,  as holder of
the  additional  security  interest or lien sign an  intercreditor  agreement on
WAMCO's  then  standard  form,   acknowledge  that  the  security   interest  is
subordinate  to the  security  interest in favor of WAMCO.  Promissee  agrees to
execute  any  documentation  reasonably  required  by  Promissor  to ensure that
Promissee'  interest is subordinate to WAMCO and/or  Arglen's  interest,  as the
case may be.

2.  Interest Rate Upon Default.  Should  Promissor  fail to pay any amount owing
hereunder as and when due,  whether the same is due regularly as scheduled or by
reason of  acceleration  following  default or otherwise,  then  interest  shall
accrue on the past due amount at the Basic Interest Rate.

3 Default;  Remedies.  Each of the following  occurrences  and conditions  shall
constitute  an Event of Default upon written  notice by Promissee to  Promissor:
(a) failure by Promissor  to pay within five (5) business  days of the date when
due any money, whether principal,  interest,  or otherwise,  under this Note; or
(b) failure of Promissor to perform any  obligation  other than an obligation to
pay money, as and when  performance of such obligation is due under this Note or
Loan  Documents  which  failure  continues  for fifteen  (15) days after  notice
thereof from Promissee to Promissor;


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Notwithstanding  anything to the contrary herein or any Loan Document, if at any
time  following  the  occurrence  of any  Event of  Default,  or  following  the
occurrence  of any event as a  consequence  of which the  obligations  evidenced
hereby may be accelerated,  then at the election of Promissee and providing that
Promissor  has not cured the Event of Default  within  seven (7)  business  days
after  written  notice  from  Promissee,  the entire  amount of  principal  then
outstanding under this Note and all interest,  fees, charges,  and other amounts
owing and then unpaid  hereunder shall become  immediately due and payable,  and
Promissee  may  exercise  any and all  rights  that it may have  under  the Loan
Documents, at law, in equity, and otherwise.

4. Attorneys'  Fees.  Promissor shall pay to Promissee upon demand all costs and
expenses incurred by Promissee in connection with determination,  protection, or
enforcement of any and all of Promissee's  rights  hereunder or under any of the
Loan Documents.

5. Waiver of Notice.  Promissor and each endorser,  guarantor and surety of this
Note  hereby  waive  diligence,  demand,  presentment  for  payment,  notice  of
discharge, notice of nonpayment, protest and notice of protest, and specifically
consent to and waive notice of any renewals or extensions of this Note,  whether
made to or in favor of Promissor or any other person or persons.

6. Notices.  All notices  required  hereunder or  pertaining  hereto shall be in
writing  and shall be deemed  delivered  and  effective  upon the earlier of (i)
actual  receipt,  or (ii) the date of  delivery or refusal of the  addressee  to
accept  delivery  if such  notice is sent by express  courier  service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:

To Promissee: Mr. Robert Farias                     To Promissor: Richard Wade
              3436 Verdugo Road, Ste. 250           NOW Solutions, LLC
              Glendale, CA 91208                    Chase Texas Tower
                                                    201 Main Street, Suite 1455
                                                    Fort Worth, TX  76102

Notwithstanding  the  foregoing,  any  notice  under or  pertaining  to the Loan
Documents or the  obligations  secured thereby given and effective in accordance
with  applicable  law shall be effective for purposes  hereof.  Either party may
change  the  address  at which it is to  receive  notices  hereunder  to another
business  address within the United States (but not a post office box or similar
mail  receptacle)  by giving  notice of such  change of  address  in  accordance
herewith.

7.  Exercise  of Rights.  No single or partial  exercise  of any of  Promissee's
rights  or powers  under  this Note or any of the  other  Loan  Documents  shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  Each and all rights and  remedies of  Promissee  hereunder  and
under the Loan  Documents are  cumulative  and in addition to each and all other
such rights and  remedies.  No exercise  of any right or remedy  shall  preclude
exercise of any other right or remedy.

8. No Waiver.  No failure of Promissee to insist upon strict  performance of any
obligation  of Promissor  or to exercise any right or remedy  hereunder or under
the Loan  Documents,  whether before or after any default,  shall  constitute or


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give rise to a waiver thereof,  and no waiver of any default shall  constitute a
waiver of any future default or of any other default.

9.  Assignment;  Successors  and  Assigns.  Promissee  may  assign or  otherwise
transfer  all or any part of its interest  herein.  Promptly  following  written
notice  of such  assignment  or other  transfer,  duly  executed  by  Promissee,
Promissor shall render full and complete  performance  hereunder as and when due
to the  transferee so designated  by  Promissee.  Promissor  shall not assign or
transfer all or any of its interests or obligations hereunder, and any attempted
or purported  assignment or transfer by Promissor  shall be void and of no force
or effect.  Subject to the foregoing,  the terms of this Note shall apply to, be
binding  upon,  and  inure  to the  benefit  of all  parties  hereto  and  their
successors and assigns.

10.  Modification.  This Note shall not be  modified,  amended,  or  terminated,
except by written  agreement  duly executed and delivered by both  Promissee and
Promissor.

11.  Conflicts.  In the event of any conflict between any provision of this Note
or the Loan Documents,  which conflict  cannot  reasonably be resolved in such a
way as to give effect to all provisions herein and therein contained,  this Note
shall govern.

12. Severability.  If any provision of this Note or any payments pursuant to the
terms hereof shall be invalid or unenforceable  to any extent,  the remainder of
this Note and any other  payments  hereunder  shall not be affected  thereby and
shall be enforceable to the greatest extent permitted by law.

13.  Governing  Law.  This Note shall be governed by and construed in accordance
with the laws of the State of Texas and subject to the jurisdiction and venue of
the state and federal courts of Fort Worth, Texas.

         IN WITNESS  WHEREOF,  Promissor has executed and delivered this Note as
of the date first written above.


                                            NOW SOLUTIONS, LLC

                                       By
                                         --------------------------------------
                                         Richard Wade
                                         Chairman, Now Solutions, LLC



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